SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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KANSAS CITY SOUTHERN
(Name of Registrant as Specified In Its Charter)
Not Applicable
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KANSAS CITY SOUTHERN PRESS RELEASE
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105 NYSE SYMBOL: KSU
Date: April 28, 2003
Media Contract: William H. Galligan, 816/983-1551 or
william.h.galligan@kcsr.com
Kansas City Southern Receives Bank Group Consents on Pending Acquisitions
Kansas City Southern (KCS) (NYSE: KSU) today announced that it has received the
necessary consents from its Bank Group to consummate the transactions required
to place The Kansas City Southern Railway (KCSR), the Texas Mexican Railway
Company (Tex-Mex), and TFM, S.A., de C.V. (TFM) under the common control of a
single transportation holding company, NAFTA Rail. This announcement follows the
previous announcement of a series of agreements on April 21, 2003, between KCS
and its partner, Grupo TMM, S.A. (Grupo TMM) that would ultimately result in the
formation of NAFTA Rail.
The Bank Group, led by JPMorgan Chase Bank as Agent, specifically approved:
o KCS (NAFTA Rail) investment in further equity interests of Grupo TFM;
o KCS (NAFTA Rail) investment in equity interests representing 51% of
Mexrail's issued and outstanding capital stock;
o Use of KCS cash to acquire Mexrail.
KCS also disclosed today that:
o Its agreements with Grupo TMM give KCS the option but not the obligation to
pay $80 million of the $200 million cash component due at close to Grupo
TMM with 6.4 million shares of NAFTA Rail stock. This is in addition to the
18.0 million shares included in the equity component of the consideration.
o Grupo TMM may not vote more than 20% of the outstanding voting shares of
NAFTA Rail.
o KCS expects to report in its 10-Q for the first quarter of 2003 that its
cash on hand at the end of the quarter was $64 million, up from $19 million
on December 31, 2002. KCS expects to purchase Mexrail with cash on hand.
KCS will report its First Quarter results on Tuesday, April 29, prior to the
opening of trading on the New York Stock Exchange. Company management will
discuss the quarter's financial and operational results, as well as provide
further information on the proposed NAFTA Rail transaction at a meeting at the
JPMorgan Building at 270 Park Avenue, New York. The meeting will begin at 1:00
p.m. EDT. Those unable to attend can participate via telephone by calling:
1-800-955-1795 (U.S. and Canada) or 1-706-643-0096 (International). The
accompanying slides to the presentation will be available on the KCS website,
www.kcsi.com, immediately prior to the telephone conference.
KCS is comprised of, among others, KCSR and equity investments in Grupo TFM,
Southern Capital Corporation and the Panama Canal Railway Company.
This press release includes statements concerning potential future events
involving the Company, which could materially differ from the events that
actually occur. The differences could be caused by a number of factors including
those factors identified in a Current Report on Form 8-K dated December 11, 2001
filed by the Company with the Securities and Exchange Commission (SEC)
(Commission file no. 1-4717). The Company will not update any forward-looking
statements in this press release to reflect future events or developments.
In connection with the proposed transaction, the Company will file relevant
materials with the SEC, including a proxy statement soliciting shareholder
approval of certain actions in connection with the transaction. Shareholders are
urged to read the proxy statement, as well as any amendments and supplements to
the proxy statement (if and when they become available) and any other relevant
documents filed with the SEC, because they will contain important information
about the transaction. Shareholders and investors may obtain the proxy statement
and any other relevant documents free of charge at the SEC's Internet web site
at www.sec.gov. Shareholders may also obtain free of charge the proxy statement
and any other relevant documents by contacting the office of the Corporate
Secretary at the Company's principal executive offices at (816) 983-1538.
Written requests should be mailed to P.O. Box 219335, Kansas City, Missouri
64121-9335 (or if by federal express or other form of express delivery to 427
West 12th Street, Kansas City, Missouri 64105). Such proxy statement is not
currently available. The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
shareholders with respect to approval of certain actions in connection with the
transaction. Information regarding these directors and executive officers and
their beneficial ownership interests in the Company can be found in the
Company's proxy statement on Schedule 14A, filed with the SEC on April 4, 2003,
in connection with the 2003 annual meeting of shareholders. Investors may obtain
additional information regarding the interests of such participants by reading
the proxy statement filed in connection with the transaction when it becomes
available.